S4 Terms of Supply Agreement

This Agreement (Agreement) is by and between the company, entity or individual (Customer
and/or You, Your, Yours) who is acquiring products and services, and S4 Applications Limited,
company registration number 10288524 (S3, We, Our(s) and/or Us).
Customer and Core may be individually referred to as the Party and/or collectively referred to
as the Parties.

Definitions
Quotation shall mean order forms, issued to You by Us, which incorporates this Agreement by
reference evidencing Your obligation to pay associated Fees, as set forth therein, for Software and /
or Services and that is signed by duly authorized representatives of the Parties hereto.

Orders, Devices, Prices & Payment

ORDERS. You, from time to time, may issue Purchase Orders (P.Os) for Products and/or Services at
the applicable Fees and prices set forth in the Quotation. All orders are subject to approval and
acceptance by Us and shall be subject to all of the terms and conditions of this Agreement.
PRICES. The prices for the Products are set forth in the applicable Quotation(s). Professional Services
prices are set forth in the applicable Statement of Work(s) and/or Quotation(s). The total of the
prices from applicable Statement of Work(s) and Quotation(s) are hereinafter collectively referred to
as Fee(s).
All Fees are exclusive of all taxes and other charges, including but not limited to, shipping, handling,
insurance, sales, use, value-added or other excise tax, however designated or levied, and therefore,
are subject to an increase in an amount equal to any tax We may be required to collect or pay
(excluding taxes on its income). You acknowledge and agree that all prepaid Fees are non-refundable
and no credits shall be made.
PAYMENT. All invoices shall be due and payable within thirty (30) Calendar Days after invoice date.
We may impose late charges on overdue payments at a rate equal to the lesser of one and a half
(1.5%) percent per month or the highest rate legally permitted by law, calculated from the date
payment was due until the date payment is made and all expenses incurred in collection, including
reasonable legal fees. We may decline to make any shipments or provide services, including but not
limited to Maintenance Services and/or Subscription Services, if in Our reasonable opinion,
circumstances exist, which raise doubt as to Your ability or willingness to pay as provided herein.
Upon default by You, We shall have other rights and remedies as may be provided by law. If You
have lapsed in the payment of Maintenance Service and/or Subscription Service Fees due hereunder
You shall be responsible for paying all Maintenance Service and/or Subscription Service Fees
associated with such lapsed Maintenance Services and/or Subscription Services from the date that
such Maintenance Services and/or Subscription Services were stopped through to the then-current
date, in full, prior to recommencement of such Maintenance Service and/or Subscription Service.
TAXES. Unless you provide Us with an appropriate exemption certificate we will invoice You for VAT.

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Confidentiality
Confidential Information means any proprietary, confidential and/or trade secret information of
the disclosing Party hereto (Discloser) and/or others possessed by the Discloser relating to, among
other things, the Disclosers products, technology, specifications, manufacturing methods, knowhow, business or marketing plans, or business relationships. Confidential Information may be
disclosed either in documentary form (including without limitation traditional tangible media such as
written documents, photographs and drawings, and intangible media such as diskettes and other
magnetic or electronic data), or orally or visually or in other non-documentary form (including
without limitation presentations, displays or inspections of writings, designs, drawings, photographs,
models, prototypes, samples or facilities).
Confidential Information disclosed in documentary form shall be stamped Confidential
Information or in some other manner clearly indicating that it is confidential or proprietary. The
Discloser must confirm by written notice to the receiving Party hereto (Receiver) within thirty (30)
Calendar Days of disclosure that Confidential Information disclosed orally, visually or in any other
non-documentary form is Confidential Information. Notwithstanding the foregoing, the following
shall be considered Confidential Information if disclosed orally or in writing by either Party during
discussions concerning the business relationship: (i) all inventions, discoveries, know-how,
techniques, devices, ideas, research, software implementation methods, practices, processes,
systems, formulae, designs, products, projects, computer programs, improvements and
developments, which have not been generally available to the public; (ii) all client or customer lists,
trade secrets, or other information pertaining to the financial condition, business affairs or prospects
of the Parties including, without limitation, information relative to customers, suppliers or other
parties with which a Party has a business relationship, samples, sketches, bulletins, correspondence,
company forms and records (including financial statements and product specification sheets),
information concerning sources of supply, costs of manufacture and sale and applications of
equipment, whether or not published or unpublished, confidential or protected or susceptible to
protection by patent, trademark, copyright or any other form of legal protection and whether or not
any attempt has been made to secure such protection; and/or (iii) all information that a reasonable
prudent person would recognize as confidential when provided to Recipient.
Confidential Information shall not include information that (i) was in the public domain when
disclosed; (ii) becomes public domain after disclosure, other than as a result of the Receivers
violation of this Agreement; (iii) was in the Receivers lawful possession when disclosed and was not
acquired directly or indirectly from the Discloser; (iv) is shown by written evidence to have been
developed by the Receiver independently after disclosure without benefit of the Confidential
Information; and/or (v) was received after disclosure from a Third Party who did not require it to be
held in confidence and who did not acquire it directly or indirectly from the Discloser.
The Receiver (i) will not disclose Confidential Information, except to its employees or to its agents,
representatives, suppliers and/or subcontractors which are bound by a written confidentiality
agreement, with terms and conditions substantially similar to those presented in this the section
titled Confidentiality; (ii) will not use Confidential Information except for the purposes
contemplated by this Agreement; (iii) will use at least the same degree of care to safeguard
Confidential Information that it uses to protect its own confidential and proprietary information, and

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in any event not less than a reasonable degree of care under the circumstances; and (iv) will make
copies of Confidential Information only on an as-needed basis for such purpose, all of which shall
include any existing markings indicating that they are Confidential Information of the Discloser, or
shall have markings supplied by the Receiver.

Applicable law and disputes

Parties specifically agree that the U.N. Convention on the International Sale of Goods, and the
Uniform Computer Information Transactions Act (UCITA), shall not apply to any and all actions
performed by either Party hereunder in furtherance of this Agreement.
This Agreement and all resulting claims and/or counterclaims shall be governed, construed, enforced
and performed in accordance with the laws of England, without reference and/or regard to its
conflicts of laws principles. Any dispute arising out of or in connection or associated with this
Agreement shall be referred to and finally resolved by arbitration in accordance with the Rules of the
International Chamber of Commerce (ICC) then in force; provided, however, that either Party may,
at its sole discretion, seek injunctive relief in the courts of any jurisdiction as may be necessary and
appropriate to protect its proprietary or confidential information. The language used in the arbitral
proceedings, and the governing language of the Agreement, shall be English. Unless otherwise
mutually agreed upon in writing by the Parties, the site of the Arbitration shall be in London,
England. Judgment upon the award of the arbitration may be entered in any court having jurisdiction
thereof.

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